THE BOART LONGYEAR WAY Our Code of Business Conduct Table of Contents Table of Contents Resources Table of Contents OUR CODE OF BUSINESS CONDUCT A Message from our Chairman 4 OUR VALUES GUIDE OUR ACTIONS We Follow Our Code • About the Code 7 • Our Responsibilities 8 • Making Good Decisions 9 • Sharing Concerns 10 We Care About People • Diversity and Inclusion 13 • A Positive Workplace 14 • Health and Safety 16 • Human Rights 18 We Protect Our Company • Confidential Information 21 • Use of Company Assets 22 • Accurate Recordkeeping and Financial Reporting 23 • Conflicts of Interest 24 • Gifts, Entertainment and Hospitality 26 • Third Party Relationships 28 • Quality 29 • Speaking on Behalf of our Company 30 We Do What’s Right TABLE OF • Fair Competition 33 • Anti-corruption, Anti-bribery 34 • International Trade 36 • Interactions with Government Officials 38 • Money Laundering 39 CONTENTS • Insider Trading 40 • Environmental Protection 41 • Charitable and Political Activity 42 Closing Thoughts 43 Resources 44 2 3 Message From Our Chairman Our Values Guide Our Actions Resources Table of Contents A MESSAGE FROM OUR VALUES GUIDE OUR CHAIRMAN OUR ACTIONS Look inside any great company, and what will you find at its core? In every case you’ll Our industry and our Company have evolved significantly over the last century, but our commitment find great people doing great things – people with integrity and dedication to excellence. to our values remains unchanged. We look to our values to inspire us and guide our daily actions: At Boart Longyear, our people make us one of the world’s most trusted providers in the mining and drilling industry. Our legacy is a long and successful one, and our goal is to preserve it for generations HEALTH AND SAFETY to come. I have no doubt that we can reach that goal by putting our values into action. We keep health and safety foremost so that we all make it safe, make it personal and That is the Boart Longyear Way. It’s also the promise we make to the customers and make it home. communities we serve. Building on a legacy like ours takes a sincere and sustained commitment to integrity. INTEGRITY But it’s hard to know the right thing to do in every situation, or in some cases, even to recognize situations that could be problematic. That is why we have our Code of We inspire trust by doing what is right, doing what we say we will do, and being accountable for our actions. Business Conduct. It’s your tool for making good decisions and upholding Boart Longyear’s principles. Please read the Code carefully and take its guidance to heart. Then let us know if you CUSTOMER FOCUS see conduct that violates the Code, our policies or the law. We realize the Code can’t We are dedicated to our customers’ success and providing innovative solutions. answer every question you might have, so ask questions if something isn’t clear or just doesn’t feel right, even if you’re not quite sure why. Remember, Boart Longyear’s legacy is in your hands. We may be scattered across TEAMWORK the globe, but we work as one team with the shared goal of preserving our good We respect each other, embrace our diversity and value the importance of name and financial success for decades to come. transparent and honest communications. Marcus Randolph Chairman of the Board of Directors 4 5 We Follow Our Code We Follow Our Code / About the Code Resources Table of Contents Code violations ABOUT THE CODE Any act that violates our Code or the law could We look to our Code of Business Conduct to help damage Boart Longyear’s reputation and financial us live and work the Boart Longyear Way. It reflects prospects. A violation happens when someone our values and provides an overview of many of the doesn’t follow our policies, ignores someone complex legal and compliance issues we face every else’s misconduct or pressures someone to day as a company. The Code also offers guidance violate the Code. to help us follow the laws and regulations that apply to our business. Even if it doesn’t have all the We take all violations seriously. They will lead to answers you’re looking for, the Code can point you disciplinary action, and possibly, termination. If to additional policies and resources for help. an act violates the law, it could result in criminal prosecution, fines or jail time. WHO MUST FOLLOW THE CODE? We are committed to reviewing all potential If you work for Boart Longyear, this Code applies violations thoroughly and fairly and consistently to you – no matter where in the world you work addressing acts that violate our Code. No one or what job you hold. at Boart Longyear is “above the law.” That includes all full-time or part-time: Code updates FIELD EMPLOYEES When laws and regulations change, our Code must change as well, so we will make periodic OFFICE EMPLOYEES updates. When you refer to the Code often, you can stay current on what’s required of you and our Company. SUPERVISORS EXECUTIVES DIRECTORS It also applies to anyone who works on Boart Longyear’s behalf, like: VENDORS AND SUPPLIERS SERVICE PROVIDERS We bring our values to work each day, reflecting them in every action we take. WE FOLLOW Our Code guides us, helps us put our CONSULTANTS EXPLORE OUR POLICIES values into action and inspires us to fulfill our pledge to work with integrity OTHER THIRD PARTIES every day. OUR CODE GLOBAL POLICY LIBRARY 6 7 We Follow Our Code / Our Responsibilities We Follow Our Code / Making Good Decisions Resources Table of Contents OUR RESPONSIBILITIES MAKING GOOD DECISIONS Each of us has a responsibility to … We all want to do what’s right, but sometimes the right decision isn’t clear. If that ever happens, ask yourself: KNOW THE CODE. ASK QUESTIONS. NO STOP Read it and follow it, along with any To help you make good choices, policies that apply to your job. ask for guidance before you act. IS IT LEGAL? YES ACT WITH INTEGRITY. WATCH FOR VIOLATIONS. In everything you do, be professional, Stay alert for any activity that is against transparent and honest. our policies, our Code or the law. NO STOP DOES IT FOLLOW OUR POLICIES? FOLLOW THE LAW. SPEAK UP. YES Get to know the laws that apply to our If you spot a violation, don’t ignore it – business. Contact the Legal Department share your concerns immediately. when laws conflict or you are unsure of their applicability. NO STOP DOES IT BUILD AND STRENGTHEN Supervisors have special responsibilities … OUR REPUTATION? YES SET A GOOD EXAMPLE. USE THE CODE. Make ethical decisions and demonstrate Read the Code and refer to it often to integrity to others. Honor our core values answer questions. Encourage your and our Code, supporting them through employees to do the same. your words and actions. NO STOP WOULD I BE COMFORTABLE IF OTHERS HEARD ABOUT MY ACTIONS? BE APPROACHABLE. TAKE ACTION. YES Let employees know they can come to Watch for misconduct and report it to you with questions or concerns. Listen HR, the Legal Department or Senior to them and guide them through issues. Management. Prevent retaliation If you answer “no” to any of these questions or the answer isn’t clear, stop and reconsider your against employees who share concerns. actions. Don’t hesitate to get advice or ask questions. Remember, “Ask first and act later.” 8 9 We Follow Our Code / Sharing Concerns We Follow Our Code / Sharing Concerns Resources Table of Contents SHARING CONCERNS When you work the Boart Longyear Way, you protect your Company and speak up for it. That is our responsibility and our promise. Share your concerns any time you believe someone has violated our Code. It’s always CALL 24/7… GO ONLINE ... the right thing to do – even if you’re not sure Visit www.convercent.com/report that misconduct has occurred. U.S. & Canada 1 800 461 9330 How do I speak up? Argentina, China, France, Germany, Ireland, New Zealand, Switzerland and the UK Contact your supervisor, HR representative 00 800 1777 9999 or the Legal Department immediately. If you don’t feel comfortable speaking up directly, Australia you can make a confidential and, if you +0011 800 1777 9999 (mobile) MAIL IT IN … wish, anonymous report to the Compliance 0011 00800 1777 9999 (land line) Helpline using any of the following options. The Compliance Helpline is managed by Burkina Faso, DRC, Ghana, Boart Longyear Company Convercent®, an independent third-party Ivory Coast, Mali or Senegal Compliance Helpline administrator, who will ensure your report is +011 720 514 4400 2640 W 1700 S handled according to your wishes. Salt Lake City, UT 84101 Chile Attn: Legal Department 1230 020 3559 URGENT/CONFIDENTIAL Indonesia 001 803 015 203 5129 No matter how you choose to share your concern, Boart Longyear will take your FIND OUT Mexico report seriously and protect your 001 866 376 0139 confidentiality to the greatest extent MORE possible. We will investigate your concern Peru promptly and take appropriate steps to 0800-13370 address the situation. Poland No Retaliation Retaliation and 00 800 111 3819 Whistleblower Policy It’s important to us that you feel comfortable Thailand sharing your concerns – without worrying 001 800 1777 9999 about possible retaliation. Boart Longyear does not tolerate retaliation of any kind All other locations against someone who reports a concern + 720 514 4400 honestly and in good faith. Visit www.convercent.com/report for a full list of international toll-free numbers and dialing instructions.